InfoTech USA, Inc. Exhibit 10.6 to Form 8K









Exhibit 10.6



FIRST AMENDMENT TO
LOAN DOCUMENTS 



        THIS
FIRST AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is dated as of
June 29, 2004 by and between APPLIED DIGITAL SOLUTIONS, INC., a Missouri
corporation having an address of 400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
(the “Borrower”), and INFOTECH USA, INC., a Delaware corporation having an
address of 7 Kingsbridge Road, Fairfield, New Jersey 07004 (the “Lender”). 



RECITALS 



             A.       
          On or about June 27, 2003, the Lender made a loan to the Borrower in the
          original principal amount of $1,000,000 (the “Loan”). 



             B.       
          The Loan is evidenced and secured by, among other things, the following loan
          documents, all of which are dated June 27, 2003 (collectively, the “Loan
          Documents”): 



              
           (i)       
          Commercial Loan Agreement between the Borrower and the Lender. 



              
           (ii)       
          Term Note from the Borrower to the Lender (the “Note”). 



              
           (iii)       
          Stock Pledge Agreement from the Borrower to the Lender. 



             C.       
          The Borrower and the Lender have agreed to amend the Loan and the Loan
          Documents, all on the terms and conditions set forth in this Amendment. 



        NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 



AGREEMENT 



             1.       
          Defined Terms. Capitalized terms used in this Amendment and not otherwise
          defined shall have the meanings given to such terms in the Loan Documents. 



             2.       
          Extension of Maturity Date. The Loan Documents are hereby amended to
          provide that the Maturity Date of the Loan is extended for one (1) year from
          June 30, 2004 to June 30, 2005. Without limiting the generality of the
          foregoing, the definition of the term “Maturity Date” set forth in the
          Note is hereby changed from “June 30, 2004” to “June 30,
          2005.” 



             3.       
          No Defenses. The Borrower acknowledges that, as of the date hereof, the
          outstanding principal balance of the Loan is $1,000,000. The Borrower
          acknowledges and agrees that, as of the date hereof, it has no offsets,
          counterclaims or defenses of any nature whatsoever to its obligations to the
          Lender under the Loan Documents. 





             4.       
          Representations and Warranties. In order to induce the Lender to enter
          into this Amendment and to amend the Loan Documents as provided herein, the
          Borrower hereby represents and warrants to the Lender that: 



              
           (a)       
          All of the representations and warranties of the Borrower set forth in the Loan
          Documents are true, complete and correct in all material respects on and as of
          the date hereof with the same force and effect as if made on and as of the date
          hereof and as if set forth at length herein. 



              
           (b)       
          No Event of Default presently exists and is continuing on and as of the date
          hereof. 



              
           (c)       
          The Borrower has full power and authority to execute, deliver and perform any
          action or step which may be necessary to carry out the terms of this Amendment,
          and this Amendment has been duly executed and delivered by the Borrower and is
          the legal, valid and binding obligation of the Borrower enforceable in
          accordance with its terms, subject to any applicable bankruptcy, insolvency,
          general equity principles or other similar laws affecting the enforcement of
          creditors’ rights generally. 



              
           (d)       
          The execution, delivery and performance of this Amendment will not (i) violate
          any provision of any existing law, statute, rule, regulation or ordinance, (ii)
          conflict with, result in a breach of, or constitute a default under (A) the
          certificate of incorporation or by-laws of the Borrower, (B) any order,
          judgment, award or decree of any court, governmental authority, bureau or
          agency, or (C) any mortgage, indenture, lease, contract or other material
          agreement or undertaking to which the Borrower is a party or by which the
          Borrower or any of its properties or assets may be bound, or (iii) result in the
          creation or imposition of any lien or other encumbrance upon or with respect to
          any property or asset now owned or hereafter acquired by the Borrower, other
          than liens in favor of the Lender. 



              
           (e)       
          No consent, license, permit, approval or authorization of, exemption by, notice
          to, report to, or registration, filing or declaration with any person is
          required in connection with the execution, delivery and performance by the
          Borrower of this Amendment or the validity thereof or the transactions
          contemplated thereby. 



             5.       
          Counterparts. This Amendment may be signed in several counterparts, each
          of which shall be an original and all of which shall constitute one and the same
          instrument. 



             6.       
          No Change. Except as expressly amended by this Amendment, all of the
          terms and provisions of the Loan Documents shall continue unmodified in full
          force and effect, and the same are hereby ratified and reaffirmed in their
          entirety. 



             7.       
          Governing Law. This Amendment shall be governed by and construed in
          accordance with the laws of the State of New Jersey. 




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        8.       
          Wells Fargo Contingency. Notwithstanding anything to the contrary
          contained in this Amendment, it is understood and agreed that this Amendment and
          the amendments to the Loan and the Loan Documents effected hereby are expressly
          conditioned and contingent upon the closing of the $4,000,000 credit facility
          between the Lender and Wells Fargo Business Credit, Inc. (the “Wells Fargo
          Loan”), and that this Amendment shall be of no force or effect until, and
          shall automatically become effective only upon, the closing of the Wells Fargo
          Loan. 



        IN
WITNESS WHEREOF, the undersigned have caused their duly authorized representatives to
execute and deliver this Amendment as of the date set forth on the first page hereof. 


	  	APPLIED DIGITAL SOLUTIONS, INC. 





	  	By: 	 /s/ Evan C. McKeown 
 


	  		Name:   Evan C. McKeown 
	  		Title:   Senior V.P., Chief Financial Officer






	  	INFOTECH USA, INC.





	  	By: 	 /s/ J. Robert Patterson 
 


	  		Name:   J. Robert Patterson 
	  		Title:   Vice President

















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